The letter to shareholders - N°81 - Spring 2022

Extract from speech by the CEO

EXTRACT FROM SPEECH BY THE CEO

EXTRACT FROM SPEECH BY THE CEO

2021 was an exceptional year for the L’Oréal group: historic, balanced and responsible.

NICOLAS HIERONIMUS,

Chief Executive Officer of L’Oréal

“Ladies and Gentlemen,

Dear Shareholders,

This first year was particularly full and intense, both because of a slew of unforeseeable externalities and because your company stayed true to its history, culture and values, and continued to adapt to deliver another year of financial and extra-financial success.

On behalf of the Group’s Executive Committee, I would like to begin by expressing my support for our Ukrainian employees, many of whom have had to flee the country because of the Russian invasion. We continue to monitor the situation, and the safety of our employees remains our top priority.

2021 saw a major rebound in the beauty market, which climbed 8%, following an 8% decrease in 2020. The beauty market very nearly returned to its 2019 level—proof that the appetite for beauty is huge, universal and insatiable, and that beauty is essential for all people.

2021 was an exceptional year for the L’Oréal group. Let me sum it up in three words: historic, balanced and responsible.

Historic because, despite a challenging context, we achieved our strongest growth in 33 years.

Balanced because we grew in all Zones, Divisions and categories.

And Responsible because our healthy financial performance enabled us to share our success with our employees and invest in our social and environmental commitments.

That’s why I can talk about shared and responsible performance, in line with L’Oréal’s values.

In terms of sustainable development, L’Oréal continued to roll out its L’Oréal for the Future roadmap. Though there is still much to do, our efforts have already been acknowledged by several awards.

For the sixth consecutive year, L’Oréal earned the top AAA rating from CDP. We are the only company out of over 13,000 to achieve this.

L’Oréal has also been recognised for its achievements in ethics, gender equality and governance.

For 2022 and beyond, I am confident and ambitious despite today’s uncertainties. Our worldwide market share is only 14%, which means we have plenty of room to grow market share in many regions, building on our portfolio of unique brands and our digital edge. But it is our two major transformations in Beauty Tech and Sustainability that truly guarantee L’Oréal’s long-term success.

The Executive Committee and I are determined to turn your Group into a company of the future, a company that invents the future of beauty—a global leader with strong values that is committed to sustainable development and operates within planetary boundaries. But we also fully intend to ensure beauty plays its role for humanity: one of inclusion, harmony, respect, and encouragement for diversity and differences.

To that end, our primary asset will be—as it has always been since the beginning of the L’Oréal Adventure— the strength and passion of the L’Oréal teams. With them, with your support and that of the Board, we will Create the Beauty that Moves the World.”

“ Green Sciences(1) have opened up a new and exceptional field of innovation. We have placed this revolution of the natural world augmented by technology at the heart of our research activities.”

Barbara Lavernos, Deputy CEO, Research, Innovation & Technology explained the extraordinary Green Sciences revolution taking place within L’Oréal’s Research & Innovation.

(1) Wide range of disciplines, from agronomy to biotechnologies and green chemistry by way of formulation science, upon which L’Oréal relies to meet its sustainable development goals all while creating safe, high performance products.

ALL RESOLUTIONS VOTED UPON WERE ACCEPTED BY LARGE MAJORITIES

ORDINARY PART

  • Approval of the 2021 parent company financial statements: 99.90%
  • Approval of the 2021 consolidated financial statements: 99.86%
  • Allocation of the Company’s net profit for 2021 and setting of the dividend: 99.90%
  • Renewal of the term of office of Mr Jean-Paul Agon: 96.18%
  • Renewal of the term of office of Mr Patrice Caine: 99.11%
  • Renewal of the term of office of Ms Belén Garijo: 90.84%
  • Renewal of the appointment of Deloitte & Associés as Statutory Auditor: 97.94%
  • Appointment of Ernst & Young as Statutory Auditor: 99.91%
  • Approval of the information on the remuneration of each of the corporate officers required by Article L. 22-10-9, I of the French Commercial Code: 97.34%
  • Approval of the fixed and variable components of the total remuneration and benefits of any kind paid during financial year 2021 or allocated for that year to Mr Jean-Paul Agon, in his capacity as Chairman and Chief Executive Officer (from 1 January 2021 to 30 April 2021): 85.25%
  • Approval of the fixed and variable components of the total remuneration and benefits of any kind paid during financial year 2021 or allocated for that year to Mr Jean-Paul Agon, in his capacity as Chairman of the Board of Directors (from 1 May 2021 to 31 December 2021): 95.98%
  • Approval of the fixed and variable components of the total remuneration and benefits of any kind paid during financial year 2021 or allocated for that year to Mr Nicolas Hieronimus, in his capacity as Chief Executive Officer (from 1 May 2021 to 31 December 2021): 96.73%
  • Approval of the remuneration policy for Directors: 99.73%
  • Approval of the remuneration policy for the Chairman of the Board of Directors: 95.80%
  • Approval of the remuneration policy for the Chief Executive Officer: 93.04%
  • Approval of the repurchase agreement for L’Oréal’s acquisition from Nestlé of 22,260,000 L’Oréal shares, representing 4% of the capital, as part of the procedure for related-party agreements: 99.86%
  • Authorisation for the Company to buy back its own shares: 99.26%

EXTRAORDINARY PART

  • Authorisation given to the Board of Directors to reduce the share capital by cancelling the shares acquired by the Company under article L. 22-10-62 of the French Commercial Code: 99.81%
  • Authorisation granted to the Board of Directors to carry out free grants of existing shares and/or shares to be issued with cancellation of shareholders’ preferential subscription right to employees and executive officers: 98.55%
  • Delegation of authority to the Board of Directors for the purpose of carrying out a capital increase reserved for employees with cancellation of the shareholders’ preferential subscription rights: 99.17%
  • Delegation of authority granted to the Board of Directors for the purpose of carrying out a capital increase reserved for categories of beneficiaries consisting of employees of foreign subsidiaries, with cancellation of preferential subscription rights, within the framework of an employee share ownership plan: 99.18%
  • Amendment of Article 9 of the Company’s Articles of Association in order to change the age limit for holding the office of Chairman of the Board of Directors: 99.73%
  • Amendment of Article 11 of the Company’s Articles of Association in order to specify the age limit for holding the position of Chief Executive Officer: 99.21%
  • Amendment of Articles 2 and 7 of the Company’s Articles of Association in the context of legislative or regulatory changes (Order no. 2000-1223 of 14 December 2000 and Law no. 2019-486 of 22 May 2019): 99.99%
  • Amendment of Article 8 of the Company’s Articles of Association in order to remove the requirement for Directors to own five shares in the Company: 99.32%
  • Powers for formalities: 99.99%

DIVIDEND PER SHARE

(EN EUROS)

(1) Preferential dividend of +10% for shareholders who continuously hold their shares in registered form for a minimum of two full calendar years,  up to a maximum of 0.5% of the capital for the same shareholder.

2020:4,40, 4,00 +20 % - 2021: 4,80, 5,28

APPOINTMENT OF
TWO NEW DIRECTORS

Photo de Thierry Hamel

Thierry Hamel has been appointed as a director representing employees by the CFE-CGC union. He is a Sales Regional Manager for the Professional Products Division in France.

Benny de Vlieger has been appointed as a director representing employees by the Instance Européenne de Dialogue Social/European Works Council. He is a Sales Representative for the Consumer Products Division in Belgium.

Photo de Benny de Vlieger